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(Edgar Glimpses Via Acquire Media NewsEdge) Introduction and Overview
Acxiom is an enterprise data, analytics and software-as-a-service company. For
over 40 years, Acxiom has been an innovator in harnessing the powerful potential
of data to strengthen connections between people, businesses and their
partners. We focus on creating better connections that enable better living for
people and better results for the businesses who serve them.

Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, USA and
serves clients around the world from locations in the United States, Europe,
South America and the Asia-Pacific region.

During the quarter ended June 30, 2013, the Company realigned its business
segments to better reflect the way management assesses the business. The e-mail
fulfillment business was moved from the Other services segment to the Marketing
and data services segment. The Marketing and data services segment now includes
the Company's global lines of business for Customer Data Integration (CDI),
Consumer Insight Solutions, the Audience Operating System, Marketing Management
Services, E-mail Fulfillment Services, and Consulting and Agency Services. The
IT Infrastructure management segment develops and delivers IT outsourcing and
transformational solutions. The Other services segment now consists solely of
the UK fulfillment business.

As announced in fiscal 2012 we continue to significantly invest in product
innovation which management believes will help drive revenue growth for the
remainder of fiscal 2014 and beyond. The Company launched the Acxiom Audience
Operating System (AOS) on September 24, 2013. The AOS is an innovative new
technology that powers more effective marketing decisions through better data,
valuable insights and powerful applications. It presents marketers with a
comprehensive view of their audiences and allows one-to-one marketing
capabilities at scale across all channels and devices. The Company also recently
launched a new consumer portal, AboutTheData.com, which is the first online
consumer portal which allows individuals to view and update marketing data that
Acxiom's clients use for digital marketing.

Notable results and events of the quarter ended December 31, 2013 are identified
below.

· Revenue of $277.9 million, a 1.7% increase from $273.1 million in the same
quarter a year ago.

· Total operating expenses of $258.1 million, a 4.8% increase from $246.2
million in the same quarter a year ago. Total operating expenses include
restructuring charges and loss contingency accruals of $4.7 million recorded
in gains, losses and other items, net and business separation expenses of $4.9
million recorded in selling, general and administrative expenses.

· Income from operations of $19.8 million, representing a 7.1% operating margin,
compared to $26.9 million, representing a 9.8% operating margin, in the same
quarter a year ago.

· Net earnings of $15.1 million, or $0.19 per diluted share, compared to net
earnings of $14.5 million, or $0.19 per diluted share, in the same quarter a
year ago. Other income includes a $2.6 million gain on the Company's
investment in a real estate joint venture. A tax-related adjustment positively
impacted earnings by approximately $0.04 per share.

· The Company refinanced its debt facility to consist of a $300 million term
loan and a $300 million revolving credit facility. The revolving credit
facility remains undrawn.

· Cash provided by financing activities was $110.8 million, compared to cash
used of $22.4 million in the same quarter a year ago. Financing activities
include $80.6 million net proceeds from debt refinancing, $50.5 million in
proceeds from sale of stock under options and warrants, and $13.8 million in
payments to acquire common shares as part of the Company's common stock
repurchase program.

· The Company acquired the remaining noncontrolling interest in Acxiom Brazil
for $0.6 million.

· The Company announced an initiative to reduce annual operating costs and
expenses by roughly $20 to $30 million over the next six to twelve months.

The summary above is intended to identify to the reader some of the more
significant events and transactions of the Company during the fiscal quarter
ended December 31, 2013. However, this is not intended to be a full discussion
of the Company's results for the quarter. This should be read in conjunction
with the following discussion of Results of Operations and Capital Resources and
Liquidity and with the Company's consolidated financial statements and footnotes
accompanying this report.

Marketing and data services (MDS) revenue for the quarter ended December 31,
2013 was $206.7 million, an $11.5 million, or 5.9%, increase from the same
quarter a year ago. On a geographic basis, International MDS revenue increased
$1.8 million, or 6.2%, while U.S. MDS revenue increased $9.7 million, or 5.8%,
when compared to the same quarter a year ago. International MDS revenue had
increases in Europe, Australia, and China, which were partially offset by a
decrease in Brazil. For U.S. MDS revenue, a decrease in the Automotive industry
($1.1 million) from volume reductions was offset by increases in the Financial
Services ($2.8 million), Retail ($3.3 million), Technology ($1.7 million), and
Broker/Reseller ($2.2 million) industries from new business and volume
increases. By line of business, MDS revenue increases in Marketing Management
($10.9 million or 13.1%) and Consumer Insights ($3.2 million or 6.3%) were
partially offset by decreases in Data Management ($2.5 million or 8.2%) and
E-mail and Agency services ($1.4 million or 7.4%). The Marketing Management
increase resulted primarily from increases in existing accounts and new
business. Data Management was impacted by lower project activity in the U.S.,
Europe and Australia.

MDS revenue for the nine months ended December 31, 2013 was $595.4 million, a
$9.2 million, or 1.6%, increase from the same period a year ago. On a
geographic basis, International MDS revenue decreased $0.4 million, or 0.4%, and
U.S. MDS revenue increased $9.6 million, or 1.9%, when compared to the same
period a year ago. International MDS revenue decreases of $2.8 million were
primarily the result of lower transaction volume in Europe and Australia and
were partially offset by increases in China and Brazil MDS revenue. U.S. MDS
revenue increases in the Financial Services ($3.9 million), Retail ($5.5
million), and Technology ($1.7 million) industries were partially offset by
decreases in the Broker/Reseller ($2.4 million) and Automotive ($0.7 million)
industries from volume and project reductions. By line of business, MDS revenue
increases in Marketing Management ($16.0 million or 6.4%) and Consulting ($1.4
million or 4.3%) were partially offset by decreases in Data Management ($4.3
million or 4.9%) and E-mail and Agency services ($4.0 million or 6.9%). The
Marketing Management and Consulting increases resulted primarily from increases
in existing accounts and new business. Data Management was impacted by lower
project activity in the U.S., Europe and Australia and Email and Agency services
were impacted by lost business.

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IT Infrastructure Management (IM) revenue for the quarter ended December 31,
2013 was $62.1 million, a $7.8 million, or 11.2% decrease from the same quarter
a year ago. IM revenue for the nine months ended December 31, 2013 was $198.3
million, a $12.0 million, or 5.7% decrease from the same period a year ago. IM
revenue included termination fees of $0.6 million and $5.9 million in the
quarter and nine-month period, respectively, from customers that are winding
down their contractual relationship with the Company. Excluding impact of the
termination fees, the IM revenue decreases in both the quarter and nine-month
period resulted from lower project revenue and lost business. The Company has
received notifications of client contract terminations from certain IM clients
in addition to those previously disclosed in its 2013 annual report. The Company
expects to record fiscal 2014 revenue for IM customers that have given notice of
termination of between $65 and $70 million, including the termination fees, as
many of these terminations are not effective immediately and there are
termination penalties associated with some of them. The customer terminations
have impacted the current reporting period revenue and the impact is expected to
increase during the remainder of fiscal 2014 and into fiscal 2015.

Other services (OS) revenue for the quarter ended December 31, 2013 was $9.1
million, a $1.1 million increase from the same quarter a year ago. OS revenue
for the nine months ended December 31, 2013 was $26.6 million, a $0.9 million
increase from the same period a year ago. Revenue from the UK fulfillment
operation increased $1.7 million and $4.4 million from new business during the
quarter and nine-month period ended December 31, 2013, respectively. The Company
has completed transition of all risk customers previously included in the OS
segment to a third-party partner as a part of the exit from that business. As a
result, OS revenue decreased $0.6 million and $3.5 million during the quarter
and nine-month period ended December 31, 2013, respectively.

Operating Costs and Expenses
The following table presents the Company's operating costs and expenses for each
of the periods presented (dollars in thousands):
For the quarter ended For the nine months ended
December 31 December 31
2013 2012 % Change 2013 2012 % Change
Cost of revenue $ 210,053 $ 208,848 1 % $ 621,953 $ 627,323 (1 %)
Selling, general and
administrative 43,383 37,482 16 % 123,857 112,309 10 %
Gains, losses and
other items, net, 4,657 (126 ) 11,044 66
Total operations
costs and expenses $ 258,093 $ 246,204 5 % $ 756,854 $ 739,698 2 %
Cost of revenue was $210.1 million for the quarter ended December 31, 2013, a
$1.2 million, or 0.6%, increase when compared to the same quarter a year
ago. Gross margins increased from 23.5% to 24.4% between the two comparable
periods. Margins were impacted by a $1.2 million improvement in OS gross margins
resulting from the Company's exit from the U.S. risk business. U.S. gross
margins increased slightly from 24.6% to 24.7% and International gross margins
increased from 16.7% to 22.4%. U.S. margins benefitted from the OS margin
increase but were offset by increased investment spending (data and engineering)
in the MDS segment. International margins benefitted from revenue increases in
Europe and Australia.

Cost of revenue was $622.0 million for the nine months ended December 31, 2012,
a $5.4 million, or 0.9%, decrease from the same period a year ago. Gross
margins increased from 23.7% to 24.2% between the two comparable
periods. Margins were impacted by a $3.6 million improvement in OS gross margins
resulting from the Company's exit from the U.S. risk business. Margins also
improved from the positive impact of the IM termination fee revenue. U.S. gross
margins increased from 24.9% to 25.5% and International gross margins increased
from 15.7% to 16.0%. U.S. margins benefitted from the OS margin increase and
improving IM margins but were partially offset by increased investment spending
(data and engineering) in the MDS segment. International margins benefitted from
revenue increases in Europe and Australia.

Selling, general, and administrative (SG&A) expenses were $43.4 million for the
quarter ended December 31, 2013, a $5.9 million, or 15.7%, increase when
compared to the same quarter a year ago. SG&A included $4.9 million of costs
associated with separating shared operations of the MDS and IM operating
segments. Excluding these separation costs, SG&A expense increased $1.0 million,
or 2.7%. As a percentage of total revenue, and excluding the separation costs,
SG&A expenses were 13.9% compared to 13.7% a year ago. The increase primarily
resulted from higher legal fees.

SG&A expenses were $123.9 million for the nine months ended December 31, 2013,
an $11.5 million, or 10.3%, increase when compared to the same period a year
ago. The current period SG&A included $7.1 million of costs associated
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with separating the MDS and IM operating segments. Excluding these separation
costs, SG&A expense increased $4.4 million, or 4.0%. As a percentage of total
revenue, and excluding the separation costs, SG&A expenses were 14.2% compared
to 13.7% a year ago. The increase primarily resulted from higher legal fees and
other consulting expenses.

The Company continues to develop and execute plans to create operating
independence between its operating segments. As the Company executes these
plans, it is likely to continue to incur incremental outside consulting and
other third-party expenses to create formal documentation of intercompany
agreements and to separate IT and network operations.

Gains, losses and other items, net was $4.7 million and $11.0 million for the
quarter and nine months ended December 31, 2013, respectively. The current-year
quarter included restructuring charges and adjustments of $3.7 million and a
$1.0 million loss contingency accrual. The current-year nine-month period
included restructuring charges and adjustments of $6.8 million, of which $4.4
million related to termination of associates in the United States, Australia,
China, and Europe and $2.5 million related to a lease accrual, and loss
contingency accruals of $4.2 million.

MDS income from operations was $51.2 million, an 8.6% margin, for the nine
months ended December 31, 2013 compared to $59.2 million, a 10.1% margin, for
the same period a year ago. Margins in the U.S. declined from 12.8% to 10.5% and
International operating losses decreased from $5.1 million to $2.6 million
between the two comparable periods. The U.S. margin decrease primarily resulted
from costs associated with additional personnel and data costs required to
support investment initiatives and higher levels of general and administrative
costs in the current fiscal year. Decreases in International operating losses
primarily resulted from improvements in Brazil and China that were partially
offset by increased losses in Europe.

IM income from operations was $6.3 million, a 10.2% margin, for the quarter
ended December 31, 2013 compared to $9.6 million, a 13.8% margin, for the same
quarter a year ago. IM income from operations was $29.0 million, a 14.6% margin,
for the nine months ended December 31, 2013 compared to $27.0 million, a 12.8%
margin, for the same period a year ago. IM margins declined in the current-year
quarter as a result of revenue decreases from lost business. IM margins
benefited from termination fee revenue in the current-year nine-month period.

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OS income from operations was $0.5 million for the quarter ended December 31,
2013 compared to a loss of $1.0 million in the same quarter a year ago. OS
income from operations was $1.4 million for the nine months ended December 31,
2013 compared to a loss of $3.5 million in the same period a year ago. The
improvement resulted from the Company's exit from the risk business which lost
$1.2 million and $4.7 million in the quarter and nine months ended December 31,
2012, respectively.

Corporate loss from operations was $9.6 million and $18.1 million in the quarter
and nine months ended December 31, 2013, respectively. The losses consist of the
restructuring charges and legal contingency costs recorded in gains, losses and
other items, net and the business segment separation costs included in selling,
general and administrative expense on the consolidated statement of operations.

Management announced in November 2013 an initiative to reduce its annual
operating costs and expenses by roughly $20 to $30 million over the next six to
twelve months. These reductions will not impact the Company's ongoing investment
in the AOS or continued investment in innovation. The initiative seeks to
improve the Company's performance by simplifying the Company's management
structure, centralizing duplicative efforts, and standardizing work flows. The
components of the restructuring program are not finalized and actual total
savings and timing may vary from those estimated due to changes in the scope or
assumptions underlying the restructuring program. The Company to date has taken
steps to realize approximately $15 million in annualized cost reductions.

Other Expense, Income Taxes and Other Items
Interest expense was $3.1 million for the quarter ended December 31, 2013
compared to $3.2 million for the same quarter a year ago. Interest expense was
$9.1 million for the nine months ended December 31, 2013 compared to $9.7
million for the same period a year ago. On October 9, 2013, the Company
refinanced its prior credit agreement. As a result, the average term loan
balance increased approximately $72 million and the average interest rate
decreased approximately 75 basis points causing interest expense to increase
slightly during the quarter ended December 31, 2013 when compared to the same
quarter a year ago. During the nine months ended December 31, 2013, the average
term loan balance increased approximately $20 million and the average interest
rate decreased approximately 40 basis points causing interest expense to remain
flat when compared to the same period a year ago. Interest expense on other
debt, such as capital leases, declined over both comparable periods.

Other income was $1.5 million for the quarter ended December 31, 2013 compared
to $0.6 million in the same quarter a year ago. Other income was $1.2 million
for the nine months ended December 31, 2013. Other income is primarily from
foreign currency transaction gains and losses in both periods. In addition,
during the quarter ended December 31, 2013, the Company recorded a $2.6 million
gain from its investment in a real estate joint venture and $0.7 million in
accelerated deferred debt costs as a result of refinancing its term loan
agreement.

The effective tax rate for the quarter ended December 31, 2013 was 17.0%
compared to 40.5% for the same quarter a year ago. During the current quarter,
the Company recognized approximately $3.1 million of previously unrecognized tax
benefits related to certain tax credits due to the expiration of the related
statute of limitations. Excluding the $3.1 million income tax reserve
adjustment, the effective tax rate for the quarter ended December 31, 2013 would
have been 34.1%. The effective tax rate for the nine months ended December 31,
2013 was 31.6% compared to 39.5% in the same period a year ago. Excluding the
$3.1 million income tax reserve adjustment, the effective tax rate for the nine
months ended December 31, 2013 would have been 37.2%. The current-year effective
tax rate is impacted by research and development credits reenacted in the fourth
quarter of fiscal 2013. All period tax rates were impacted by losses in foreign
jurisdictions. The Company does not record the tax benefit of certain of those
losses due to uncertainty of future benefit.

Losses attributable to noncontrolling interest include the noncontrolling
interest in the Company's Brazilian subsidiary. During the quarter ended
December 31, 2013, the Company acquired the remaining noncontrolling interest in
Acxiom Brazil.

Capital Resources and Liquidity
Working Capital and Cash Flow
Working capital at December 31, 2013 totaled $389.6 million, a $153.0 million
increase when compared to $236.5 million at March 31, 2013. Total current assets
increased $156.2 million primarily from increases in cash and cash equivalents
of $157.9 million and trade accounts receivable, net of $9.0 million, partially
offset by decreases in refundable income taxes of $5.8 million and other current
assets of $5.5 million. Current liabilities increased $3.2 million primarily
from increases in current installments of long-term debt of $9.5 million, other
accrued expenses of $7.1 million, deferred revenue of $8.8 million and income
taxes of $1.1 million, partially offset by decreases in trade accounts payable
of $12.2 million and accrued payroll and related expenses of $11.1 million. The
increase in cash and cash equivalents is primarily due to the proceeds of the
new term loan, as well as proceeds from stock option exercises.

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--------------------------------------------------------------------------------The Company's cash is primarily located in the United States. Approximately
$15.3 million of the total cash balance of $380.9 million, or approximately
4.0%, is located outside of the United States. The Company has no current plans
to repatriate this cash to the United States.

Accounts receivable days sales outstanding was 56 days at December 31, 2013
compared to 52 days at March 31, 2013, and is calculated as follows (dollars in
thousands):
December 31, March 31,
2013 2013
Numerator - trade accounts receivable, net $ 168,931 $ 159,882
Denominator:
Quarter revenue 277,873 277,131
Number of days in quarter 92 90
Average daily revenue $ 3,020 $ 3,079
Days sales outstanding 56 52
Net cash provided by operating activities was $121.1 million for the nine months
ended December 31, 2013, compared to $75.9 million in the same period a year
ago. The $45.2 million increase primarily resulted from favorable working
capital changes related to accounts receivable, net ($15.5 million), other
assets ($6.0 million), deferred revenue ($19.4 million), and accounts payable
and other liabilities ($20.1 million), partially offset by a $13.5 million
decrease in depreciation and amortization.

Investing activities used $45.0 million in cash during the nine months ended
December 31, 2013 compared to $41.6 million in the same period a year
ago. Current year investing activities include capital expenditures ($24.9
million), capitalization of software ($19.1 million), data acquisition costs
($4.7 million), and cash proceeds from the Company's investment in a real estate
join venture ($3.6 million). Excluding the impact of the $3.6 million investment
proceeds, the $7.0 million increase from the prior year primarily results from a
$5.9 million increase in capitalization of software due to the Company's ongoing
investment in innovation.

Financing activities provided $81.3 million in cash during the nine months ended
December 31, 2013. During the quarter ended December 31, 2013, the Company
refinanced its term loan debt, resulting in net proceeds of $80.6
million. Financing activities include other payments of debt of $15.2 million
and acquisition of treasury stock of $52.7 million, offset by $69.1 million in
proceeds from the sale of common stock, which are primarily related to the
exercise of employee stock options. The payments of debt include capital lease
and installment credit payments of $8.3 million and other debt payments of $6.9
million. The acquisition of treasury stock consists of payments of $52.7 million
for 2.0 million shares of the Company's stock pursuant to the board of
directors' approved stock repurchase plan. Under the Company's common stock
repurchase program, the Company may purchase up to $250.0 million of its common
stock through the period ending November 18, 2014. Through December 31, 2013,
the Company has purchased a total of 12.3 million shares of its stock for $192.6
million, leaving remaining capacity of $57.4 million under the program.

Non-cash investing and financing activities included acquisition of property and
equipment under capital leases and installment payment arrangements of $2.2
million in the prior-year nine-month period. Future payments under these
arrangements will be reflected as debt payments.

Credit and Debt Facilities
On October 9, 2013, the Company refinanced its prior credit agreement. On that
day, the Company borrowed $300 million of the new term loan and used the
proceeds to pay off the prior $215 million term loan balance in its entirety
along with $4.4 million in fees related to the new credit agreement. The
remaining proceeds will be used for other general corporate purposes. The
amended and restated credit agreement contains customary representations,
warranties, affirmative and negative covenants, default, and acceleration
provisions.

As of December 31, 2013, the Company's newly amended and restated credit
agreement provided for (1) term loans up to an aggregate principal amount of
$300 million and (2) revolving credit facility borrowings consisting of
revolving loans, letter of credit participations and swing-line loans up to an
aggregate amount of $300 million.

29
--------------------------------------------------------------------------------The term loan agreement is payable in quarterly installments of $3.8 million
through September 2014, followed by quarterly installments of $7.5 million
through September 2017, followed by quarterly installments of $11.3 million
through June 2018, with a final payment of $161.3 million due October 9,
2018. The revolving loan commitment expires October 9, 2018.

Term loan and revolving credit facility borrowings bear interest at LIBOR or at
an alternative base rate plus a credit spread. At December 31, 2013, the LIBOR
credit spread was 2.00%. There were no revolving credit borrowings outstanding
at December 31, 2013 or March 31, 2013. The weighted-average interest rate on
term loan borrowings at December 31, 2013 was 2.2%. Outstanding letters of
credit at December 31, 2013 were $2.2 million.

The term loan allows for prepayments before maturity. The credit agreement is
secured by the accounts receivable of Acxiom and its domestic subsidiaries, as
well as by the outstanding stock of certain Acxiom subsidiaries.

Under the terms of the term loan, the Company is required to maintain certain
debt-to-cash flow and debt service coverage ratios, among other restrictions. At
December 31, 2013, the Company was in compliance with these covenants and
restrictions. In addition, if certain financial ratios and other conditions are
not satisfied, the revolving credit facility limits the Company's ability to pay
dividends in excess of $30 million in any fiscal year (plus additional amounts
in certain circumstances).

On July 25, 2011, the Company entered into an interest rate swap agreement. The
agreement provides for the Company to pay interest through January 27, 2014 at a
fixed rate of 0.94% plus the applicable credit spread of 3.0% on $150.0 million
notional amount, while receiving interest for the same period at the LIBOR rate
on the same notional amount. The LIBOR rate as of December 31, 2013 was
.24%. The swap was entered into as a cash flow hedge against LIBOR interest rate
movements on the term loan. On October 9, 2013, the Company voluntarily
de-designated this hedging relationship as a result of the full prepayment of
the related term loan. The hedge will remain de-designated until its maturity on
January 27, 2014. The fair market value of the derivative was zero at
inception. At December 31, 2013, the derivative had a fair value loss of $0.1
million which was recorded in other, net in the statement of operations with an
offset recorded to other accrued expenses. The Company has assessed the
creditworthiness of the counterparty of the derivative and concludes that no
substantial risk of default exists as of December 31, 2013.

Based on our current expectations, we believe our liquidity and capital
resources will be sufficient to operate our business. However, we may take
advantage of opportunities to generate additional liquidity or refinance
existing debt through capital market transactions. The amount, nature and timing
of any capital market transactions will depend on: our operating performance and
other circumstances; our then-current commitments and obligations; the amount,
nature and timing of our capital requirements; any limitations imposed by our
current credit arrangements; and overall market conditions.

Off-Balance Sheet Items and Commitments
In connection with the disposal of certain assets, the Company has guaranteed a
lease for the buyer of the assets. This guarantee was made by the Company
primarily to facilitate favorable financing terms for the third party. Should
the third party default, the Company would be required to perform under this
guarantee. At December 31, 2013 the Company's maximum potential future payments
under this guarantee were $1.6 million.

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Contractual Commitments
The following table presents Acxiom's contractual cash obligations, exclusive of
interest, and purchase commitments at December 31, 2013. The table does not
include the future payment of gross unrealized tax benefit liabilities of $2.1
million or the future payment, if any, against the Company's interest rate swap
liability of $0.1 million as the Company is not able to predict the periods in
which these payments will be made. The column for 2014 represents the three
months ending March 31, 2014. All other columns represent fiscal years ending
March 31 (dollars in thousands).

The following are contingencies or guarantees under which the Company could be
required, in certain circumstances, to make cash payments as of December 31,
2013 (dollars in thousands):
Lease guarantee $ 1,642
Outstanding letters of credit 2,238
Surety bonds 420
While the Company does not have any other material contractual commitments for
capital expenditures, certain levels of investments in facilities and computer
equipment continue to be necessary to support the growth of the business. In
some cases, the Company also licenses software and sells hardware to clients. In
addition, new outsourcing or facilities management contracts frequently require
substantial up-front capital expenditures to acquire or replace existing
assets. Management believes that the Company's existing available debt and cash
flow from operations will be sufficient to meet the Company's working capital
and capital expenditure requirements for the foreseeable future. The Company
also evaluates acquisitions from time to time, which may require up-front
payments of cash.

To help accelerate the pace of product development, the Company has
significantly increased the level of product investment. Notwithstanding the
Company's recently announced cost reduction efforts, the Company expects to
continue to increase investment spending, primarily for engineering and product
management labor, capitalized software, and new data sources for at least the
remainder of this fiscal year.

For a description of certain risks that could have an impact on results of
operations or financial condition, including liquidity and capital resources,
see "Risk Factors" contained in Part I, Item 1A, of the Company's 2013 Annual
Report.

31--------------------------------------------------------------------------------Non-U.S. Operations
The Company has a presence in the United Kingdom, France, Germany, Poland,
Australia, China and Brazil. Most of the Company's exposure to exchange rate
fluctuation is due to translation gains and losses as there are no material
transactions that cause exchange rate impact. In general, each of the foreign
locations is expected to fund its own operations and cash flows, although funds
may be loaned or invested from the U.S. to the foreign subsidiaries subject to
limitations in the Company's revolving credit facility. These advances are
considered to be long-term investments, and any gain or loss resulting from
changes in exchange rates as well as gains or losses resulting from translating
the foreign financial statements into U.S. dollars are included in accumulated
other comprehensive income (loss). Exchange rate movements of foreign currencies
may have an impact on the Company's future costs or on future cash flows from
foreign investments. The Company has not entered into any foreign currency
forward exchange contracts or other derivative instruments to hedge the effects
of adverse fluctuations in foreign currency exchange rates.

Critical Accounting Policies
We prepare our consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America. These accounting
principles require management to make certain judgments and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods. The
consolidated financial statements in the Company's 2013 Annual Report include a
summary of significant accounting policies used in the preparation of Acxiom's
consolidated financial statements. In addition, the Management's Discussion and
Analysis filed as part of the 2013 Annual Report contains a discussion of the
policies which management has identified as the most critical because they
require management's use of complex and/or significant judgments. None of the
Company's critical accounting policies have materially changed since the date of
the last annual report.

Valuation of Goodwill
Goodwill is measured and tested for impairment on an annual basis in the first
quarter of the Company's fiscal year in accordance with applicable accounting
standards, or more frequently if indicators of impairment exist. Triggering
events for interim impairment testing include indicators such as adverse
industry or economic trends, restructuring actions, downward revisions to
projections of financial performance, or a sustained decline in market
capitalization. The performance of the impairment test involves a two-step
process. The first step requires comparing the estimated fair value of a
reporting unit to its net book value, including goodwill. A potential impairment
exists if the estimated fair value of the reporting unit is lower than its net
book value. The second step of the impairment test involves assigning the
estimated fair value of the reporting unit to its identifiable assets, with any
residual fair value being assigned to goodwill. If the carrying value of an
individual indefinite-lived intangible asset (including goodwill) exceeds its
estimated fair value, such asset is written down by an amount equal to the
excess, and a corresponding amount is recorded as a charge to operations for the
period in which the impairment test is completed. Completion of the Company's
annual impairment test during the quarter ended June 30, 2013 indicated no
potential impairment of its goodwill balances.

In order to estimate the fair value for each of the components, management uses
an income approach based on a discounted cash flow model together with
valuations based on an analysis of public company market multiples and a similar
transactions analysis.

Discount rates, growth rates and cash flow projections are the most sensitive
and susceptible to change as they require significant management judgment.

Discount rates are determined by using a weighted average cost of capital
("WACC"). The WACC considers market and industry data as well as
company-specific risk factors for each reporting unit in determining the
appropriate discount rate to be used. The discount rate utilized for each
reporting unit is indicative of the return an investor would expect to receive
for investing in such a business. Management, considering industry and
company-specific historical and projected data, develops growth rates and cash
flow projections for each reporting unit. Terminal value rate determination
follows common methodology of capturing the present value of perpetual cash flow
estimates beyond the last projected period assuming a constant WACC and low
long-term growth rates.

32--------------------------------------------------------------------------------
The public company market multiple method is used to estimate values for each of
the components by looking at market value multiples to revenue and EBITDA
(earnings before interest, taxes, depreciation and amortization) for selected
public companies that are believed to be representative of companies that
marketplace participants would use to arrive at comparable multiples for the
individual component being tested. These multiples are then used to develop an
estimated value for each respective component.

The similar transactions method compares multiples based on acquisition prices
of other companies believed to be those that marketplace participants would use
to compare to the individual component being tested. Those multiples are then
used to develop an estimated value for that component.

In order to arrive at an estimated value for each component, management uses a
weighted-average approach to combine the results of each analysis. Management
believes that using multiple valuation approaches and then weighting them
appropriately is a technique that a marketplace participant would use.

As a final test of the valuation results, the total of the values of the
components is reconciled to the actual market value of Acxiom common stock as of
the valuation date. This reconciliation indicated an implied control
premium. Management believes this control premium is reasonable compared to
historical control premiums observed in actual transactions.

Goodwill is tested for impairment at the reporting unit level, which is defined
as either an operating segment or one step below an operating segment, known as
a component. Acxiom's segments are the Marketing and data services segment, the
IT Infrastructure management segment, and the Other services segment. Because
the Marketing and data services segment contains both U.S. and
International components, and there are differences in economic characteristics
between the components in the different geographic regions, management tested a
total of seven components at the beginning of the year. The goodwill amounts as
of April 1, 2013 included in each component tested were: U.S. Marketing and data
services, $266.3 million; Europe Marketing and data services, $18.5 million;
Australia Marketing and data services, $15.0 million; China Marketing and data
services, $6.0 million; Brazil Marketing and data services, $1.0 million; U.S.

As of April 1, 2013, each of the components had an estimated fair value in
excess of its carrying value, indicating no impairment. All of the components
had a substantial excess fair value.

Management believes that the estimated valuations it arrived at are reasonable
and consistent with what other marketplace participants would use in valuing the
Company's components. However, management cannot give any assurance that these
market values will not change in the future. For example, if discount rates
demanded by the market increase, this could lead to reduced valuations under the
income approach. If the Company's projections are not achieved in the future,
this could lead management to reassess their assumptions and lead to reduced
valuations under the income approach. If the market price of the Company's stock
decreases, this could cause the Company to reassess the reasonableness of the
implied control premium, which might cause management to assume a higher
discount rate under the income approach which could lead to reduced
valuations. If future similar transactions exhibit lower multiples than those
observed in the past, this could lead to reduced valuations under the similar
transactions approach. And finally, if there is a general decline in the stock
market and particularly in those companies selected as comparable to the
Company's components, this could lead to reduced valuations under the public
company market multiple approach. The Company's next annual impairment test will
be performed during the first quarter of fiscal 2015. The fair value of the
Company's components could deteriorate which could result in the need to record
impairment charges in future periods. The Company continues to monitor potential
triggering events including changes in the business climate in which it
operates, attrition of key personnel, the volatility in the capital markets, the
Company's market capitalization compared to its book value, the Company's recent
operating performance, and the Company's financial projections. The Company has
recently initiated a cost reduction program. The initiative seeks to improve the
Company's performance by simplifying the Company's management structure,
centralizing duplicative efforts and standardizing workflows. The components of
the restructuring program are not yet finalized. The Company will monitor the
progress of the program to determine whether any resulting activities constitute
a triggering event. The occurrence of one or more triggering events could
require additional impairment testing, which could result in impairment charges.

33--------------------------------------------------------------------------------Forward-looking Statements
This document contains forward-looking statements. These statements, which are
not statements of historical fact, may contain estimates, assumptions,
projections and/or expectations regarding the Company's financial position,
results of operations, market position, product development, growth
opportunities, economic conditions, and other similar forecasts and statements
of expectation. Forward-looking statements are often identified by words or
phrases such as "anticipate," "estimate," "plan," "expect," "believe," "intend,"
"foresee," and similar words or phrases. These forward-looking statements are
not guarantees of future performance and are subject to a number of factors and
uncertainties that could cause the Company's actual results and experiences to
differ materially from the anticipated results and expectations expressed in the
forward-looking statements.

Forward-looking statements may include but are not limited to the following:
· management's expectations about the macro economy;
· statements containing a projection of revenues, expenses, income (loss),
earnings (loss) per share, capital expenditures, dividends, capital structure,
or other financial items;
· statements regarding plans to continue making significant investments in
product development;
· management's belief that increased product investment will drive revenue
growth in fiscal 2014 and beyond;
· statements regarding the Company's cost reduction efforts and related cost
savings;
· management's plan to create operating independence between its operating
segments;
· statements of future economic performance, including, but not limited to,
those statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in this Quarterly
Report on Form 10-Q;
· statements containing any assumptions underlying or relating to any of the
above statements; and
· statements containing a projection or estimate.

Among the factors that may cause actual results and expectations to differ from
anticipated results and expectations expressed in such forward-looking
statements are the following:
· the risk factors described in Part I, "Item 1A. Risk Factors" included in the
Company's 2013 Annual Report and those described from time to time in our
future reports filed with the SEC;
· the possibility that we will not be able to achieve anticipated cost
reductions and avoid unanticipated costs in a timely manner or at all;
· the possibility that unusual or infrequent charges may be incurred;
· the possibility that in the event a change of control of the Company is sought
that certain clients may attempt to invoke provisions in their contracts
resulting in a decline in revenue and profit;
· the possibility that the integration of acquired businesses may not be as
successful as planned;
· the possibility that the fair value of certain of our assets (including
goodwill) may not be equal to the carrying value of those assets now or in
future time periods;
· the possibility that sales cycles may lengthen;
· the possibility that we will not be able to properly motivate our sales force
or other associates;
· the possibility that we may not be able to attract and retain qualified
technical and leadership associates, or that we may lose key associates to
other organizations;
· the possibility that we will not be able to continue to receive credit upon
satisfactory terms and conditions;
· the possibility that competent, competitive products, technologies or services
will be introduced into the marketplace by other companies;
· the possibility that there will be changes in consumer or business information
industries and markets that negatively impact the Company;
· the possibility that we will not be able to protect proprietary information
and technology or to obtain necessary licenses on commercially reasonable
terms;
· the possibility that there will be changes in the legislative, accounting,
regulatory and consumer environments affecting our business, including but not
limited to litigation, legislation, regulations and customs relating to our
ability to collect, manage, aggregate and use data;
34--------------------------------------------------------------------------------· the possibility that data suppliers might withdraw data from us, leading to
our inability to provide certain products and services;
· the possibility that we may enter into short-term contracts which would affect
the predictability of our revenues;
· the possibility that we may not properly and timely adjust to changes in our
management structure and work flows;
· the possibility that the amount of ad hoc, volume-based and project work will
not be as expected;
· the possibility that we may experience a loss of data center capacity or
interruption of telecommunication links or power sources;
· the possibility that we may experience failures or breaches of our network and
data security systems, leading to potential adverse publicity, negative
customer reaction, or liability to third parties;
· the possibility that our clients may cancel or modify their agreements with
us;
· the possibility that we will not successfully complete customer contract
requirements on time or meet the service levels specified in the contracts,
which may result in contract penalties or lost revenue;
· the possibility that we experience processing errors which result in credits
to customers, re-performance of services or payment of damages to customers;
and
· general and global negative economic conditions.

With respect to the provision of products or services outside our primary base
of operations in the United States, all of the above factors apply, along with
the difficulty of doing business in numerous sovereign jurisdictions due to
differences in scale, competition, culture, laws and regulations.

Other factors are detailed from time to time in periodic reports and
registration statements filed with the SEC. The Company believes that we have
the product and technology offerings, facilities, associates and competitive and
financial resources for continued business success, but future revenues, costs,
margins and profits are all influenced by a number of factors, including those
discussed above, all of which are inherently difficult to forecast.

In light of these risks, uncertainties and assumptions, the Company cautions
readers not to place undue reliance on any forward-looking statements. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements based on the occurrence of future events, the receipt
of new information or otherwise.